VANCOUVER, BC / ACCESSWIRE / May 14, 2020 / Mota Ventures Corp. (CSE:MOTA)(FSE:1WZ:GR)(OTC PINK:PEMTF) (the "Company") announces that it has entered into a letter of intent (the "Letter of Intent"), dated May 11, 2020, with Verrian Ontario Ltd. ("Verrian"), pursuant to which the parties intend to evaluate a potential transaction involving the acquisition of all of the outstanding share capital of Verrian (the "Proposed Transaction"). Verrian is an arms'-length privately-held company that is focused on delivering and developing products related to addiction reduction, with a focus on alcohol and opiates.
ESTABLISHED EUROPEAN PSYCHEDELIC MEDICINE COMPANY
Verrian owns and operates an EU-GMP, ISO 14001 compliant 110,000 sq. ft. pharmaceutical manufacturing facility in Radebuel, Germany. Verrian purchased the facility from a major global pharmaceutical manufacturer in 2019. Both the facility and equipment are independently appraised at Cdn$10,600,000, including an analytical laboratory, and full pharmaceutical manufacturing suite.
Operations within this full suite pharmaceutical manufacturing site include analytical laboratory and finished dose manufacturing, which exceed all international quality standards.
Verrian is composed of three distinct business segments:
- Pharmaceutical Manufacturing - A portfolio of medical & wellness products
- Phyto API - API creation from medical plants
- Analytical Testing - European Medicine Agency Standards
PRODUCTS FOCUSED ON OPIATE ADDICTION REDUCTION
Verrian's singular focus is rewiring the mind to overcome addiction through natural medicine. Specifically, the micro dosing of psilocybin demonstrates potential to remove the dopamine reward of addictive substances, potentially diminishing the desire for addictive substances, thereby reducing or eliminating the need for the addictive substance.
To date Verrian has developed:
- PSI GEN and
- PSI GEN+
These Psilocybin products are focused on opiate addiction reduction. As Natural Psilocybin extracts, from organically cultivated mushrooms, combined with metabolism enhancing natural herbs, they are ideal for individuals commencing micro-dosing and capable of being combined with additional anti-addiction therapies.
All of Verrian's compounds are derived from organic, glyphosate free naturally occurring plants, grown specifically for its own purposes.
GOALS AND VISION
In addition to facility & equipment investments outlined above, the company has invested Cdn$2,400,000 worth of clinical trial design development and proprietary formulations into its psilocybin trademarked PSI-GEN formulations, and cannabis products, including trademarked CBDaily and CBNight.
Verrian's world renowned addiction medicine experts are moving ahead to develop new potential treatments for therapy, with rigorous clinical research. Once EU GMP & narcotics handling recertification are secured, capabilities will extend to:
- Specialty Pharma - Custom formulations
- Psilocybin Refinement & Production - For micro dosing
"I am extremely excited at the opportunity to acquire an established Psychedelic medicine company in Europe. As an innovative company, Mota always seeks to be a leader in the natural health space and we see the psychedelic medicine market becoming a major part of the industry. This acquisition allows us to have first mover advantage in the Psychedelic market, and Mota's existing distribution network will be ready to capitalize on the opportunity once regulation has been put in place," stated Ryan Hoggan, CEO of the Company.
The Letter of Intent contemplates that the Company would acquire all of the outstanding share capital of Verrian in consideration for Cdn$21,100,000, of which Cdn$20,000,000 will be satisfied through the issuance of common shares (the "Consideration Shares") to the existing shareholders of Verrian, and the balance will be payable in cash to retire certain outstanding shareholder loans due and owing by Verrian. The Consideration Shares will be subject to the terms of a thirty-six month time release pooling arrangement, during which time they may not be transferred, assigned, pledged or otherwise traded.
Readers are cautioned that the Letter of Intent entered into with Verrian does not set forth the final terms of the Proposed Transaction, nor have such terms been finalized. Any consideration offered to acquire Verrian remains subject to the results of ongoing due diligence. Completion of the Proposed Transaction is subject to a number of conditions, including, not limited to, completion of due diligence, negotiation of definitive documentation, and the receipt of any required regulatory approvals. The Proposed Transaction cannot be completed until these conditions are satisfied and there can be no assurance that the Proposed Transaction will be completed at all.
The Proposed Transaction is not expected to constitute a fundamental change for the Company, nor is it expected to result in a change of control of the Company, within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange. The Company will provide further information regarding its review of Verrian, and the Proposed Transaction, as that information becomes available.
About Mota Ventures Corp.
Mota Ventures is an established eCommerce, direct to consumer provider of a wide range of CBD products in the United States and Europe. In the United States, the company sells a CBD hemp-oil formulation derived from hemp grown and formulated in the US through its Nature's Exclusive brand. Within Europe, its Sativida brand of award winning 100% organic CBD oils and cosmetics are sold throughout Spain, Portugal, Austria, Germany, France, and the United Kingdom. Mota Ventures is also seeking to acquire additional revenue producing CBD brands and operations in both Europe and North America, with the goal of establishing an international distribution network for CBD products. Low cost production, coupled with international, direct to customer, sales channels will provide the foundation for the success of Mota Ventures.
ON BEHALF OF THE BOARD OF DIRECTORS
MOTA VENTURES CORP.
Chief Executive Officer
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this press release, which has been prepared by management.
Cautionary Note Regarding Forward-Looking Statement
All statements in this press release, other than statements of historical fact, are "forward-looking information" with respect to the Company within the meaning of applicable securities laws, including with respect to the operations and activities of Verrian, the evaluation of the Proposed Transaction and the conditions to its completion, and its plans to acquire revenue-producing CBD brands and operations in Europe and North America. The Company provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited those identified and reported in the Company's public filings under the Company's SEDAR profile at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.
SOURCE: Mota Ventures Corp.